A qualified majority (also called a supermajority) is a voting threshold higher than 50%, set in advance by law, the articles or the bylaws. It is reserved for decisions that bind the organization for the long term: changing the constitution, selling a major asset, removing a director, dissolving the entity. These resolutions are not meant to pass by a single vote.
The principle is simple. The hard part is applying it. The right threshold depends first on the decision on the ballot, then on your governing documents. Whether you vote in the room or by electronic vote, you still need the right rule, the right denominator and a result you can defend.
In brief
- The thresholds you will see most often are two-thirds (66.67%), three-fifths (60%) and three-quarters (75%).
- The number of votes required depends on the threshold and the calculation base: votes cast, members present or represented, or the whole membership.
- A double majority needs two conditions at once. Fail one and the resolution fails.
- Always round the required votes up.
- An electronic vote does not change the threshold. It secures the count and the minutes.
What a higher threshold changes
Moving from a simple majority to two-thirds does not change how the vote is run. It changes how many votes you need and how much blocking power you leave to the minority. The threshold must be known before the poll opens — including before an electronic vote opens.
Every higher threshold creates a blocking minority. At two-thirds, just over one-third of the votes can stop the resolution. A member holding 34% can therefore veto a constitutional change.
The thresholds you will see
- Three-fifths (60%): tighter than a simple majority, without making the decision almost impossible.
- Two-thirds (66.67%): the most common supermajority in boards, associations and companies.
- Three-quarters (75%): typical for special resolutions and structural changes (in UK company law, a special resolution is 75% of votes cast).
- Unanimity (100%): reserved for a few decisions that affect individual rights, such as changing a member’s core rights or some reserved matters in a shareholders’ agreement.
These are different from an ordinary / simple majority (more than half of the votes counted), used for day-to-day business.
Which threshold for which decision
There is no single number for every organization. Check the articles, the bylaws, the shareholders’ agreement or the statute that governs you. In practice, the pattern looks like this:
Companies. Everyday decisions pass on a simple majority. Changes to the constitution, name, share capital or a decision to wind up usually need a special / qualified majority — often 75% of votes cast. A shareholders’ agreement can set a higher bar, or require consent from a named class of shares.
Associations and nonprofits. Statute often says very little. The constitution decides the threshold, the quorum and whether proxies count. If it is silent, do not invent a supermajority on the day of the meeting.
Boards and co-ownership / HOA-style bodies. Some decisions need a majority of those present. Others need a majority of all members, absentees included. Some need a double majority: a majority of units and a majority of voting weight. Both tests must pass.
Example: 24 units, 1,200 voting shares. Eleven owners vote yes, holding 850 shares. The shares test is met. The headcount test needed 13 owners. The resolution fails.
How to calculate the votes required
Before you send the notice, lock four points: the threshold, the calculation base, the size of that base, and how abstentions are treated. In an electronic vote as at the ballot box, none of this should be improvised during the meeting.
The same score can pass or fail depending on the denominator.
A club has 90 members. 54 attend or are represented, 6 abstain, so 48 votes are cast. The threshold is two-thirds.
- votes cast → 32 votes needed
- present or represented → 36
- full membership → 60
Always round up. Two-thirds of 29 members is 19.33 → 20 votes, not 19.
An abstention is never a “yes”. If the base is votes cast, it leaves the denominator. If the base is all members, it stays in and works like a “no”. Blank and void ballots follow the same logic.
Five mistakes that can void a result that looked adopted
- Using the wrong denominator (present vs all members vs votes cast).
- Treating an abstention, blank or void ballot as a vote in favour.
- Checking proxy limits only after the count.
- Confusing quorum (checked when the meeting opens) with majority (checked at the count, motion by motion).
- Minutes that only say “resolution carried”, with no breakdown and no base recorded.
An electronic vote does not fix a wrong setup. It does prevent an unreconstructable count: timestamp, votes for / against / abstentions, and the base applied, resolution by resolution.
Drafting a clause that holds
A usable clause names five things: the decision covered, the threshold, the calculation base, the treatment of abstentions, and the quorum. “Important decisions require a two-thirds majority” is not enough.
Governing documents can almost always set a higher bar than the legal minimum. They can rarely go below it. If the law already requires 75% for a special resolution, the articles cannot turn it into 50%.
On the day of the vote
Put the threshold and its base next to each resolution, in the notice and on the meeting pack. Check proxies at registration. Appoint a teller. Keep a count you can rebuild until the result is declared. That is what an electronic vote produces, in the room or remotely.
